As filed with the Securities and Exchange Commission
on May 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PLURI INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
98-0351734 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
MATAM Advanced Technology Park,
Building No. 5, Haifa, Israel |
|
3508409 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Pluri Inc. 2016
Equity Compensation Plan
(Full title of the plan)
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, NV 89501
(Name and address of agent for service)
(775) 322-0626
(Telephone number, including area code, of agent
for service)
Copy to:
Oded Har-Even
Howard E. Berkenblit
Ron Ben-Bassat
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: (212) 660-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
On
June 29, 2016, Pluri Inc., or the Company, filed a Registration Statement on Form S-8 (File No. 333-212299), or the Original Registration
Statement, with the Securities and Exchange Commission, or the Commission, to register an aggregate of 326,775 common shares of
the Company, or the Common Shares, that may be issued pursuant to the Company’s 2016 Equity Compensation Plan, or the 2016 Plan.
On May 8, 2017, the Company
filed a Registration Statement on Form S-8 (File No. 333-217770), or the Second Registration Statement,
with the Commission to register an additional 31,588 Common Shares that may be issued pursuant to the 2016 Plan.
On February 6, 2018, the Company
filed a Registration Statement on Form S-8 (File No. 333-222888), or the Third Registration Statement, with the Commission to register
an additional 43,125 Common Shares that may be issued pursuant to the 2016 Plan.
On February 6, 2019, the Company
filed a Registration Statement on Form S-8 (File No. 333-229535), or the Fourth Registration Statement, with the Commission to register
an additional 43,125 Common Shares that may be issued pursuant to the 2016 Plan.
On September 9, 2020, the
Company filed a Registration Statement on Form S-8 (File No. 333-248686), or the Fifth Registration Statement, with the Commission to
register an additional 18,750 Common Shares that may be issued pursuant to the 2016 Plan.
On February 13, 2023, the
Company filed a Registration Statement on Form S-8 (File No. 333-269734), or the Sixth Registration Statement, with the Commission to
register an additional 225,000 Common Shares that may be issued pursuant to the 2016 Plan.
Pursuant to the 2016 Plan,
the number of Common Shares made available under the 2016 Plan shall not exceed 2.75% of the number of Common Shares issued and outstanding
on a fully diluted basis on the immediately preceding December 31.
The
Company is filing this Registration Statement on Form S-8 to register an additional 170,000 Common Shares which
may be issued in connection with securities awards which may hereafter be granted under the 2016 Plan.
Pursuant to General Instruction
E to Form S-8, the contents of the Original Registration Statement, the Second Registration Statement, the Third Registration Statement,
the Fourth Registration Statement, the Fifth Registration Statement, and the Sixth Registration Statement, or collectively, the Prior
Registration Statements, are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Prior Registration Statements,
which are being updated by this registration statement.
All share amounts have been adjusted to reflect
the 1-for-8 reverse share split of the Company’s Common Shares effected on April 1, 2024.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following additional documents,
which have been filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended, or the Exchange Act, are
incorporated by reference in and made a part of this registration statement, as of their respective dates:
(a) the Company’s Annual
Report on Form 10-K for the year ended June 30, 2023, as filed with the Commission on September 12, 2023;
(b) the Company’s Quarterly
Reports on Form 10-Q for the quarters ended September 30, 2023, December 31, 2023, and March 31, 2024, as filed with the Commission on
November 13, 2023, February 12, 2024 and May 9, 2024, respectively;
(c) the Company’s Current
Reports on Form 8-K filed with the Commission on July 11, 2023, July 13, 2023, October 19, 2023, January 8, 2024, January 24, 2024, February 13, 2024, April 1, 2024 and April 17, 2024; and
(d) the description of the
Company’s Common Shares contained in the Registration Statement on Form 8-A filed with the Commission on December 10, 2007, under
the Exchange Act, as amended by Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, and including
any further amendment or report filed or to be filed for the purpose of updating such description.
In addition to the foregoing,
all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequently filed
by the Company prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents and reports.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to
be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Haifa, Israel, on May 9, 2024.
| |
PLURI INC. |
| |
|
|
| |
By: |
/s/
Yaky Yanay |
| |
|
Yaky Yanay |
| |
|
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers
and directors of Pluri Inc., hereby constitute and appoint Yaky Yanay and Chen Franco-Yehuda and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this registration statement on
Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by
virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Yaky Yanay |
|
Chief Executive Officer, President and Director |
|
May 9, 2024 |
| Yaky Yanay |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Chen Franco-Yehuda |
|
Chief Financial Officer and |
|
May 9, 2024 |
| Chen Franco-Yehuda |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Zami Aberman |
|
Chairman of the Board of Directors |
|
May 9, 2024 |
| Zami Aberman |
|
|
|
|
| |
|
|
|
|
| /s/ Lorne Abony |
|
Director |
|
May 9, 2024 |
| Lorne Abony |
|
|
|
|
| |
|
|
|
|
| /s/ Doron Birger |
|
Director |
|
May 9, 2024 |
| Doron Birger |
|
|
|
|
| |
|
|
|
|
| /s/ Rami Levi |
|
Director |
|
May 9, 2024 |
| Rami Levi |
|
|
|
|
| |
|
|
|
|
| /s/ Maital Shemesh-Rasmussen |
|
Director |
|
May 9, 2024 |
| Maital Shemesh-Rasmussen |
|
|
|
|
II-2
Exhibit 5.1
May 9, 2024
Pluri Inc.
MATAM Advanced Technology Park,
Building No. 5, Haifa
Israel 31905
Re: Registration of Shares under the Pluri Inc.
2016 Equity Compensation Plan
Dear Ladies and Gentlemen:
In connection with the registration
under the Securities Act of 1933, as amended (the “Act”), by Pluri Inc., a Nevada corporation (the “Company”),
of 170,000 common shares, par value $0.00001 per share (“Common Shares”),
that are to be issued under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”), including common shares
issuable upon the exercise of options and vesting and exercise of restricted share units (“RSUs”) to be granted pursuant
to the provisions of the 2016 Plan (all such shares to be issued thereunder referred to herein as, the “Registered Shares”),
the following opinion is furnished to you to be filed with the Securities and Exchange Commission (the “Commission”)
as Exhibit 5.1 to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Act.
We have acted as counsel to
the Company in connection with the Registration Statement and we have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Registration Statement, the Articles of Incorporation of the Company, as amended and currently in effect,
the Amended and Restated By-laws of the Company, as amended and currently in effect, the minute books and corporate records of the Company,
and such other documents as we have considered necessary and appropriate in order to furnish the opinion hereinafter set forth.
In our examination of the
foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents
and the legal competence of all signatories to such documents. For purposes of our opinion, we have examined an official compilation of
“Title 7 – Business Associations; Securities; Commodities, Chapter – 78 – Private Corporations” of the Nevada
Revised Statutes. Such examination was limited to the provisions of such statute only, and did not include any annotations or commentary
related thereto. Other than such examination and our examination of the documents indicated above, we have made no other examination in
connection with this opinion.
Based on and subject to the
foregoing, we are of the opinion that, when issued in accordance with the terms of 2016 Plan and the options, RSUs or other rights granted
thereunder, the Registered Shares will be duly authorized, validly issued, fully paid and nonassessable by the Company.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus forming a part of the Registration
Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Sullivan & Worcester LLP |
| |
Sullivan & Worcester LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of Pluri Inc. of our report dated September 12, 2023 relating to the financial statements,
which appears in Pluri Inc.’s Annual Report on Form 10-K for the year ended June 30, 2023.
/s/ Kesselman & Kesselman
Certified Public Accountants
(Isr.)
A member firm of PricewaterhouseCoopers
International Limited
Kesselman & Kesselman, Building 25, MATAM, P.O BOX 15084 Haifa,
3190500, Israel,
Telephone: +972 -4- 8605000, Fax: +972 -4- 8605001,
www.pwc.com/il
|
Exhibit 107
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
PLURI INC.
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Share(2) | | |
Proposed
Maximum
Aggregate
Offering Price(3) | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Newly Registered Securities |
| Fees to Be Paid | |
Equity | |
Common Shares, par value $0.00001 per share | |
Rule 457(c) and 457(h) | |
| 170,000 | | |
$ | 5.70 | | |
$ | 969,000 | | |
$ | 0.00014760 | | |
$ | 143.02 | |
| | |
Total Offering Amounts | | |
| | | |
$ | 969,000 | | |
| | | |
$ | 143.02 | |
| | |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
| | |
| (1) |
In accordance with Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall be deemed to cover an indeterminate number of additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) |
Estimated in accordance with Rules 457(h)(1) and 457(c) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on $5.70, the average of the high and low sales prices of the Common Shares on the Nasdaq Capital Market on May 6, 2024. |
| (3) |
Represents Common Shares issuable upon stock options or other awards to be granted pursuant to the Pluri 2016 Equity Compensation Plan. |
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